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                                                                  EXECUTION COPY

                         EXTENSION AND RENEWAL AGREEMENT

                  EXTENSION AND RENEWAL AGREEMENT, dated this 21st day of March,
1997, as of August 30, 1996, by and between  Century  Cellular  Holding Corp., a
New York corporation  ("Century  Holding"),  having its principal  offices at 50
Locust Avenue, New Canaan,  Connecticut 06840, and Centennial  Cellular Corp., a
Delaware  corporation  formerly known as Century Cellular Corp.  ("Centennial"),
having its principal offices at 50 Locust Avenue, New Canaan, Connecticut 06840.

                                R E C I T A L S :

                  A.  Century  Holding and  Centennial  have  entered  into that
certain Services Agreement,  dated as of August 30, 1991 as Amended and Restated
as of September  27, 1991,  and as further  amended and extended by that certain
Agreement  dated as of  August  30,  1996 (as  amended  to date,  the  "Services
Agreement").

                  B. The original term of the Service  Agreement was five years.
The  amendment  of August 30, 1996  provided for an extension to August 31, 1997
(the "Extended  Period") and that the parties would continue to confer regarding
renewal of the term  beyond  August 31, 1997 on  mutually  acceptable  terms and
conditions and that in the event of such renewal, any consideration



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to be paid to Century Holding shall include  consideration for services rendered
during the Extended Period.

                  C. The  parties  have now  agreed  upon (a) an  extension  and
renewal of the term of the Services  Agreement  to August 30,  2001,  subject to
Centennial having the right to terminate the Services Agreement as of August 30,
1997 and at the end of each of the three  subsequent  years in the term, and (b)
the amount of  consideration  to be paid to  Century  Holding  for its  services
during the  extended and renewed  period,  which  consideration  each of Century
Holding  and  Centennail  deems  to be  reasonable,  all  under  the  terms  and
provisions set forth in this Extension and Renewal Agreement.

                  NOW,  THEREFORE,  in consideration of the mutual covenants and
agreements  contained herein and in the Services  Agreement,  and for other good
and  valuable  consideration,  the  receipt  and  adequacy  of which  is  hereby
acknowledged, the parties hereto agree as follows:

                  1. All  defined  terms used herein and not  otherwise  defined
shall have the meanings ascribed thereto in the Services Agreement,  except that
Exhibit "A" is deemed deleted in its entirety as of August 31, 1996 and replaced
by Exhibit A annexed to this  Extension and Renewal  Agreement,  which Exhibit A
shall  be  deemed  to be  modified  from  time-to-time  to  reflect  any and all
Corporate Systems,  Partnership  Interests and Partnership Systems,  acquired or
disposed of after the date hereof.


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                  2. The  Services  Agreement is hereby  amended  further in the
following manner:

                     A. By  inserting  therein  a new  section  to be  known  as
Section 2.4, immediately succeeding Section 2.3 and reading as follows:

                     "2.4  Management  Fee. As further  compensation  to Century
          Holding for the services  provided to Owner pursuant to this Agreement
          and in addition to Owner reimbursing  Century Holding for reimbursable
          costs as  provided  for in  Section  2.3,  Owner  shall pay to Century
          Holding an annual  management fee (the "Management Fee") of $1,000,000
          for each of the years ending on August 30, 1997, 1998, 1999,  2000 and
          2001  payable  by  Owner  in  United  States  Dollars  in  four  equal
          installments of $250,000 within 30 days immediately succeeding the end
          of each  three-month  period  during each such one year period  except
          that payment for the three-month  period ended November 30, 1996 shall
          be  made  on or before March 31,  1997.  To the extent that (i)  Owner
          does not have sufficient cash available to make any of such payment(s)
          or is prohibited from making any of such payments by the provisions of
          any credit  agreements  with  banking  institutions  or any other debt
          instrument to which Owner may be a party or to which its assets may be
          subject, and (ii) Owner does not render payment of such amounts within
          such time period for either of such  reasons,  Owner shall  deliver to
          Century  Holding a  subordinated  unsecured  promissory  note for such
          amount, which note shall accrue interest at the rate of 12% per annum,
          and shall contain such


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          other  terms and  conditions  mutually  agreed by Century  Holding and
          Owner."

                     B. By deleting in its entirety Section 7.1 and substituting
in its place the  following:

                     "7.1 Term.  This Agreement  shall commence as of August 30,
          1991 and shall have a term of ten  consecutive  years ending on August
          30, 2001 unless earlier terminated as provided for in this Section 7.1
          or in the  manner  set forth in Section  7.2 (the  "Term").  Owner may
          terminate  this  Agreement as of August 30, 1997,  1998,  1999 or 2000
          (each an "Early  Termination  Date") by giving Century Holding notice,
          in the manner provided for in Section 10.10, not less than 90 nor more
          than 180 days prior to such Early  Termination Date that Owner desires
          to terminate this Agreement on the particular Early  Termination Date.
          Any notice of Owner which is not timely given as above  provided shall
          be ineffective to terminate this Agreement as at the Early Termination
          Date to which such notice relates. In the event this Agreement has not
          been terminated prior to the expiration of the Term as provided for in
          this  Section  7.1 or as provided  in Section  7.2,  then prior to the
          expiration of the Term the parties shall confer regarding the possible
          renewal  of  this   Agreement   on  mutually   acceptable   terms  and
          conditions."

                  3.  This  amendment  to  the  Services   Agreement   shall  be
retroactive to, and effective as of, August 30, 1996.


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                  4. Except as modified  hereby,  the Services  Agreement  shall
remain unchanged and in full force and effect.

                  IN WITNESS  WHEREOF,  this Agreement has been duly executed as
of the date hereinabove indicated.

                                         CENTURY CELLULAR HOLDING CORP.

                                         By: /s/ Scott N. Schneider
                                             -----------------------------------
                                             Name: Scott N. Schneider
                                             Title: Senior Vice President

                                         CENTENNIAL CELLULAR CORP.

                                         By: /s/ David Z. Rosensweig
                                             -----------------------------------
                                             Name: David Z. Rosensweig
                                             Title: Secretary


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